UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 13, 2005
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)
Registrant's telephone number, including area code: (804) 289-9600
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 13, 2005, The Brink's Company (the "Company"), and two of its
subsidiaries, BAX Global Inc. ("BAX") and Brink's, Incorporated ("Brink's," and
collectively with BAX and the Company, the "Borrowers"), entered into a $55
million, five-year, revolving, unsecured credit facility (the "Credit
Agreement") with ABN AMRO Bank N.V., as the lender. The Credit Agreement
terminates and replaces an earlier agreement that provided for a $45 million
facility that was due to expire in December 2005. The Company did not incur any
early termination penalties in connection with such termination.
The Credit Agreement provides for revolving credit loans to the Borrowers and
certain of BAX's and Brink's subsidiaries, in multiple currencies at rates that
vary depending upon the currencies in which the loans are made and the credit
rating of the Company. The Credit Agreement also permits the issuance of letters
of credit. The Company is a guarantor under the Credit Agreement of the
obligations of BAX, Brink's and all covered subsidiaries. In addition, each of
BAX and Brink's guarantees the obligations of its respective covered
subsidiaries and of the Company in its capacity as a Borrower only.
The Credit Agreement contains representations, warranties, terms and conditions
customary for transactions of this type. These include maximum leverage ratio
and minimum interest coverage ratio financial covenants, limitation on liens
covenants, limitations on acquisition covenants, limitations on investment
covenants, covenants to preserve corporate existence, covenants to comply with
laws, covenants on the use of the proceeds of the credit facility, and default
provisions, including defaults for non-payment, defaults for breach of
representations and warranties, defaults for insolvency, defaults for
non-performance of covenants, cross-defaults and guarantor defaults. The
occurrence of an event of default under the Credit Agreement could result in all
loans and other obligations becoming immediately due and payable and the
facility being terminated.
This description of the Credit Agreement is not complete and is qualified in its
entirety by reference to the entire Credit Agreement, a copy of which is
attached hereto and incorporated herein by reference. You are encouraged to read
the Credit Agreement. The Company and its affiliates regularly engage ABN AMRO
Bank N.V. to provide other banking services. All of these engagements are
negotiated at arm's length.
Item 1.02. Termination of a Material Definitive Agreement.
The information required by this item is included in Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99 Credit Agreement among The Brink's Company, BAX Global Inc. and Brink's,
Incorporated, as Borrowers, and ABN AMRO Bank N.V., as the Bank, dated
as of July 13, 2005.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BRINK'S COMPANY
(Registrant)
Date: July 15, 2005 By: /s/ Austin F. Reed
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Austin F. Reed
Vice President
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99 Credit Agreement among The Brink's Company, BAX Global
Inc. and Brink's, Incorporated, as Borrowers, and ABN
AMRO Bank N.V., as the Bank, dated as of July 13, 2005.
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